Common use of Seller Termination Clause in Contracts

Seller Termination. This Agreement may be terminated by Seller at any time prior to the Closing, if (a) Buyer shall have breached or failed to perform any of its representations, warranties, covenants or other agreements set forth in this Agreement, which breach or failure to perform (i) would result in the failure of the conditions set forth in Section 5.03(a) or 5.03(b) and (ii) is not capable of being cured by Buyer by the Outside Date or, if capable of being cured, shall not have been cured by Buyer on or before the earlier of (x) the Outside Date and (y) the date that is thirty (30) calendar days following Seller’s delivery of written notice to Buyer of such breach or failure to perform; (b) if any of the conditions set forth in Section 5.01 shall have become incapable of fulfillment; (c) if the Closing shall not have occurred on or before the Outside Date; provided, however, that Seller may only terminate this Agreement pursuant to (A) the preceding clause (a) if, at the time of termination, Seller is not in material breach of any of their representations, warranties, covenants or agreements contained in this Agreement or (B) the preceding clauses (b) and (c) if Seller’s material breach of their representations, warranties, covenants or agreements contained in this Agreement shall not have been the primary cause of the failure of the conditions set forth in Section 5.01 or the failure of the Closing to have occurred on or before the Outside Date, as applicable; or (d) if (i) the Marketing Period has ended and all the conditions set forth in Article V shall have been satisfied or, to the extent permitted, waived (other than those conditions that by their nature are to be satisfied at the Closing, provided that each such condition is capable of being satisfied if the Closing were to occur at such time), (ii) Seller has irrevocably confirmed in writing that it is prepared to effect the Closing pursuant to Section 2.01 and (iii) Buyer fails to consummate the Closing within three business days following the later of (x) the date on which the Closing was required to occur pursuant to Section 2.01 and (y) receipt of the confirmation described in clause (ii); provided that any termination of this Agreement by Buyer pursuant to Section 10.02(c) shall be deemed a termination pursuant to this Section 10.03(d) if prior to the time of such termination the conditions of clauses (i) and (ii) of this Section 10.03(d) had been satisfied.

Seller Termination. This Agreement may be terminated by Seller by written notice delivered to Buyer: (a) at any time prior to the Principal Closing, if (ai) Buyer shall have breached or failed to perform comply with any of its representations, warranties, Buyer’s covenants or other agreements set forth contained in this AgreementAgreement or (ii) any one or more of the representations or warranties of Buyer contained in this Agreement shall prove to have been inaccurate when made and, which breach or failure to perform in the case of clauses (i) would result and (ii), such failure or inaccuracy shall have resulted in the a failure of the conditions a condition set forth in Section 5.03(a5.02(a) or 5.03(b5.02(b) and (ii) is not capable of being cured by Seller shall have given Buyer by the Outside Date or, if capable of being cured, shall not have been cured by Buyer on a reasonable opportunity to cure any such failure or inaccuracy before the earlier of (x) the Outside Date and (y) the date that is thirty (30) calendar days following Seller’s delivery of written notice to Buyer of such breach or failure to performPrincipal Closing; (b) if any of the conditions set forth in Section 5.01 shall have become incapable of fulfillment; (c) if the Principal Closing shall not have occurred on or before the Outside Date; (c) if the J&J/Synthes Merger Agreement shall have been terminated pursuant to the terms thereof; (d) if the FTC or the EC (or, in either case, the staff thereof) shall have determined that (i) Buyer is not an acceptable purchaser or (ii) this Agreement is otherwise not an adequate anti-trust remedy with respect to the transactions contemplated by the J&J/Synthes Merger Agreement; or (e) if the FTC or the EC requests that the parties hereto execute an amendment to a material provision of this Agreement or any Ancillary Agreement (i) that is materially adverse to Seller or (ii) that is materially adverse to Buyer and to which Buyer has not consented in writing (such consent not to be unreasonably delayed), in the case of each of clauses (i) and (ii), in order to satisfy the conditions to Closing set forth in Section 5.01(h) or 5.02(g); provided, however, that Seller may only terminate this Agreement pursuant to (A) the preceding clause (a) if, or (b) above if at the time of termination, termination Seller is not in material breach of any of their its representations, warranties, covenants or agreements contained in this Agreement or (B) the preceding clauses (b) and (c) if Seller’s material breach of their representations, warranties, covenants or agreements contained in this Agreement shall not have been the primary cause of the failure of the conditions set forth in Section 5.01 or the failure of the Closing to have occurred on or before the Outside Date, as applicable; or (d) if (i) the Marketing Period has ended and all the conditions set forth in Article V shall have been satisfied or, to the extent permitted, waived (other than those conditions that by their nature are to be satisfied at the Closing, provided that each such condition is capable of being satisfied if the Closing were to occur at such time), (ii) Seller has irrevocably confirmed in writing that it is prepared to effect the Closing pursuant to Section 2.01 and (iii) Buyer fails to consummate the Closing within three business days following the later of (x) the date on which the Closing was required to occur pursuant to Section 2.01 and (y) receipt of the confirmation described in clause (ii); provided that any termination of this Agreement by Buyer pursuant to Section 10.02(c) shall be deemed a termination pursuant to this Section 10.03(d) if prior to the time of such termination the conditions of clauses (i) and (ii) of this Section 10.03(d) had been satisfiedAgreement.

Seller Termination. This Agreement may be terminated by Seller Seller: (a) at any time prior to the Principal Closing, if (ai) Buyer shall have breached or failed to perform comply, in any material respect, with any of its representations, warranties, Buyer’s covenants or other agreements set forth contained in this AgreementAgreement or (ii) any one or more of the representations or warranties of Buyer contained in this Agreement shall prove to have been inaccurate in any material respect when made and, which breach or failure to perform in the case of clauses (i) and (ii), such failure or inaccuracy (A) would result in give rise, if occurring or continuing on the Principal Closing Date, to the failure of the conditions a condition set forth in Section 5.03(a5.02(a) or 5.03(b) Section 5.02(b), as applicable, and (iiB) has not been or is not capable incapable of being cured by Buyer by the Outside Date or, if capable of being cured, shall not have been cured by Buyer on or before prior to the earlier of (x1) the Outside Date and (y2) the date that is thirty twentieth (3020th) calendar days following Sellerbusiness day after Buyer’s delivery receipt of written notice thereof from Seller; provided that such twentieth (20th) business day shall be extended (up to the Outside Date) so long as Buyer of is using its commercially reasonable efforts to cure any such breach or failure to performbreach; (b) at any time prior to the Principal Closing, if any of the conditions set forth in Section 5.01 precedent to the performance of Seller’s obligations at the Principal Closing shall have become incapable of fulfillmentfulfillment by the Outside Date; or (c) if the Principal Closing shall not have occurred on or before the Outside Date; provided. Notwithstanding anything herein to the contrary, however, that Seller may only terminate this Agreement pursuant to (A) the preceding clause clauses (a), (b) if, or (c) if at the time of termination, termination Seller is not in material breach of any of their its representations, warranties, covenants or agreements contained in this Agreement or (B) the preceding clauses (b) and (c) if Seller’s material breach of their representations, warranties, covenants or agreements contained in this Agreement shall not have been the primary cause of the failure of the conditions set forth in Section 5.01 or the failure of the Closing to have occurred on or before the Outside Date, as applicable; or (d) if (i) the Marketing Period has ended and all the conditions set forth in Article V shall have been satisfied or, to the extent permitted, waived (other than those conditions that by their nature are to be satisfied at the Closing, provided that each such condition is capable of being satisfied if the Closing were to occur at such time), (ii) Seller has irrevocably confirmed in writing that it is prepared to effect the Closing pursuant to Section 2.01 and (iii) Buyer fails to consummate the Closing within three business days following the later of (x) the date on which the Closing was required to occur pursuant to Section 2.01 and (y) receipt of the confirmation described in clause (ii); provided that any termination of this Agreement by Buyer pursuant to Section 10.02(c) shall be deemed a termination pursuant to this Section 10.03(d) if prior to the time of such termination the conditions of clauses (i) and (ii) of this Section 10.03(d) had been satisfiedAgreement.

Seller Termination. This Agreement may be terminated by Seller Seller: (a) at any time prior to the Closing, if (ai) Buyer shall have breached or failed to perform comply with any of its representations, warranties, Buyer’s covenants or other agreements set forth contained in this AgreementAgreement or (ii) any one or more of the representations or warranties of Buyer contained in this Agreement shall prove to have been inaccurate when made and, which breach or failure to perform in the case of clauses (i) would result in the failure of the conditions set forth in Section 5.03(a) or 5.03(b) and (ii) is not capable of being cured by Buyer by the Outside Date or), if capable of being cured, shall not have been cured by Buyer on such failure or before the earlier of (x) the Outside Date and (y) the date that is thirty (30) calendar days following Seller’s delivery of written notice inaccuracy would be reasonably likely to Buyer of such breach or failure to perform; (b) if result in any of the conditions set forth in Section 5.01 5.02(a) or Section 5.02(b) not being satisfied as of the Closing Date, and Seller shall have given Buyer a reasonable opportunity to cure any such failure or inaccuracy (if curable) to so comply on or prior to the Outside Date; (b) at the Closing, if any of the conditions precedent to the performance of Seller’s obligations at the Closing shall have become incapable of fulfillment; (c) if the Closing shall not have occurred on or before the Outside Date; provided, however, that Seller may only terminate this Agreement pursuant to (A) the preceding clause clauses (a), (b) if, or (c) if at the time of termination, termination Seller is not in material breach of any of their its representations, warranties, covenants or agreements contained in this Agreement Agreement; or (B) the preceding clauses (b) and (cd) if Seller’s material breach of their representations, warranties, covenants or agreements contained in this Agreement shall not have been the primary cause of the failure of (x) all the conditions set forth in Section 5.01 or the failure of the Closing to have occurred on or before the Outside Date, as applicable; or (d) if (i) the Marketing Period has ended and all the conditions set forth in Article V Section 5.02 shall have been satisfied or, to the extent permitted, waived (other than those conditions that by their nature are to be satisfied at the Closing, provided that each such condition is capable of being which shall reasonably be expected to be satisfied if at the Closing were to occur at such time), (iiClosing) Seller has irrevocably confirmed in writing that it is prepared to effect the Closing pursuant to Section 2.01 and (iiiy) Buyer fails to consummate the Closing within three business days following the later of (x) the date on which the Closing was required to occur pursuant to Section 2.01 and (y) receipt of the confirmation described in clause (ii)2.01; provided that any termination of this Agreement by Buyer pursuant to Section 10.02(c9.02(c) shall be deemed a termination pursuant to this Section 10.03(d9.03(d) if prior to the time of such termination (A) the conditions of clauses clause (i) and (iix) of this Section 10.03(d9.03(d) had have been satisfiedsatisfied and (B) the Closing was required to occur pursuant to Section 2.01.

Seller Termination. This Agreement may be terminated by Seller Seller: (a) at any time prior to the Principal Closing, if (ai) Buyer shall have breached or failed to perform comply, in any material respect, with any of its representations, warranties, Buyer’s covenants or other agreements set forth contained in this AgreementAgreement or (ii) any one or more of the representations or warranties of Buyer contained in this Agreement shall prove to have been inaccurate in any material respect when made and, which breach or failure to perform in the case of clauses (i) would result in the failure of the conditions set forth in Section 5.03(a) or 5.03(b) and (ii) is not capable ), such failure or inaccuracy would have a material adverse effect on the ability of being cured by Buyer by to consummate the Outside Date or, if capable of being cured, transactions contemplated hereby and Seller shall not have been cured by given Buyer on a reasonable opportunity to cure any such failure or inaccuracy to so comply before the earlier of (x) the Outside Date and (y) the date that is thirty (30) calendar days following Seller’s delivery of written notice to Buyer of such breach or failure to performPrincipal Closing; (b) at the Principal Closing, if any of the conditions set forth in Section 5.01 precedent to the performance of Seller’s obligations at the Principal Closing shall have become incapable of fulfillment; (c) if the Principal Closing shall not have occurred on or before the Outside Date; (d) upon the issuance of any final, nonappealable order by a court of competent jurisdiction precluding the consummation of the transactions contemplated by this Agreement (by injunction or otherwise); provided, however, that Seller may only terminate this Agreement pursuant to (A) the preceding clause (a) if, if at the time of termination, termination Seller is not in material breach of any of their its representations, warranties, covenants or agreements contained in this Agreement (other than any obligation of Seller and its Affiliates set forth in Section 6.06(e), excluding Seller’s obligation to deliver the Supplemental Financial Information); or (e) if (i) all of the conditions set forth in Section 5.01 hereof have been satisfied (other than those conditions that (A) by their terms are to be satisfied at the Principal Closing or (B) the preceding clauses (b) and (c) if Seller’s material failure of which to be satisfied is attributable primarily to a breach by Buyer of their its representations, warranties, covenants or agreements contained in this Agreement shall not have been the primary cause of the failure of the conditions set forth in Section 5.01 or the failure of the Closing to have occurred on or before the Outside Date, as applicable; or (d) if (i) the Marketing Period has ended and all the conditions set forth in Article V shall have been satisfied or, to the extent permitted, waived (other than those conditions that by their nature are to be satisfied at the Closing, provided that each such condition is capable of being satisfied if the Closing were to occur at such timeAgreement), (ii) Seller has irrevocably confirmed by notice to Buyer that all conditions set forth in writing Section 5.02 have been satisfied or that it is prepared willing to effect the Closing pursuant to waive any unsatisfied conditions in Section 2.01 5.02 hereof and (iii) Buyer fails to consummate the Principal Closing shall not have occurred within three one business days following the later of (x) the date on which the Closing was required to occur pursuant to Section 2.01 and (y) receipt of the confirmation described in clause (ii); provided that any termination of this Agreement by Buyer pursuant to Section 10.02(c) shall be deemed a termination pursuant to this Section 10.03(d) if prior to the time day after delivery of such termination the conditions of clauses (i) and (ii) of this Section 10.03(d) had been satisfiednotice.

Seller Termination. This Agreement may be terminated by Seller Seller: (a) at any time prior to the Closing, if (ai) Buyer shall have breached or failed to perform comply, in any material respect, with any of its representations, warranties, Buyer’s covenants or other agreements set forth contained in this AgreementAgreement or (ii) any one or more of the representations or warranties of Buyer contained in this Agreement shall prove to have been inaccurate in any material respect when made and, which breach or failure to perform in the case of clauses (i) and (ii), such failure or inaccuracy (A) would result in give rise, if occurring or continuing on the Closing Date, to the failure of the conditions a condition set forth in Section 5.03(a5.02(a) or 5.03(b) Section 5.02(b), as applicable, and (iiB) has not been or is not capable incapable of being cured by Buyer by the Outside Date or, if capable of being cured, shall not have been cured by Buyer on or before prior to the earlier of (x1) the Outside Date and (y2) the date that is thirty twentieth (3020th) calendar days following Sellerbusiness day after Buyer’s delivery receipt of written notice thereof from Seller; provided that such twentieth (20th) business day shall be extended (up to the Outside Date) so long as Buyer of is using its commercially reasonable efforts to cure any such breach or failure to performbreach; (b) at any time prior to the Closing, if any of the conditions set forth in Section 5.01 precedent to the performance of Seller’s obligations at the Closing shall have become incapable of fulfillmentfulfillment by the Outside Date; or (c) if the Closing shall not have occurred on or before the Outside Date; provided. Notwithstanding anything herein to the contrary, however, that Seller may only terminate this Agreement pursuant to (A) the preceding clause clauses (a), (b) if, or (c) if at the time of termination, termination Seller is not in material breach of any of their its representations, warranties, covenants or agreements contained in this Agreement or (B) the preceding clauses (b) and (c) if Seller’s material breach of their representations, warranties, covenants or agreements contained in this Agreement shall not have been the primary cause of the failure of the conditions set forth in Section 5.01 or the failure of the Closing to have occurred on or before the Outside Date, as applicable; or (d) if (i) the Marketing Period has ended and all the conditions set forth in Article V shall have been satisfied or, to the extent permitted, waived (other than those conditions that by their nature are to be satisfied at the Closing, provided that each such condition is capable of being satisfied if the Closing were to occur at such time), (ii) Seller has irrevocably confirmed in writing that it is prepared to effect the Closing pursuant to Section 2.01 and (iii) Buyer fails to consummate the Closing within three business days following the later of (x) the date on which the Closing was required to occur pursuant to Section 2.01 and (y) receipt of the confirmation described in clause (ii); provided that any termination of this Agreement by Buyer pursuant to Section 10.02(c) shall be deemed a termination pursuant to this Section 10.03(d) if prior to the time of such termination the conditions of clauses (i) and (ii) of this Section 10.03(d) had been satisfiedAgreement.